On the evening of November 23, Dalian Shengya issued a notice concerning litigation, saying that the company, as the defendant, received the summons and notice of response from Dalian intermediate peoples Court of Liaoning Province on that day. The specific reason was that Yingkou Jintai Longyue Seaview Hotel Co., Ltd. (hereinafter referred to as Jintai Longyue) sued the companys equity transfer dispute.
According to the complaint disclosed by the company, the dispute began with an acquisition more than three years ago.
According to the complaint, on August 15, 2017, jintailongyue, Dalian Shengya, Yingkou Haibin Tianmu Industrial Co., Ltd., and Moby whale coastal city (Yingkou) Tourism Development Co., Ltd. (hereinafter referred to as Moby whale coastal city Yingkou company) reached the equity transfer agreement on relevant cooperation matters and equity transfer, which agreed that the plaintiff Jin tailongyue would operate the Moby Dick coastal city held by it 80% of the companys equity was transferred to Dalian Shengya.
According to the above agreement, the total amount of the above equity transfer is RMB 227 million, and Dalian Shengya pays the above equity transfer amount to Jintai Longyue in installments. Among them, the initial equity payment shall not be less than 30 million yuan, and the remaining payment shall be completed on October 31, 2017. The defaulting party shall pay 5% of the equity transfer payment, i.e. RMB 11.37 million, as liquidated damages, and shall bear the liability for breach of contract to compensate the observant party for all losses.
According to the complaint, Jin tailongyue requested the court to order Dalian Shengya to pay the remaining equity transfer amount of 144 million yuan, with the overdue interest of 7.9597 million yuan, the liquidated damages of 11.73 million yuan and the corresponding loss of 15.5199 million yuan for the plaintiff due to breach of contract. The total amount of the above sum is 179 million yuan.
According to the announcement, the case will be heard in Dalian intermediate peoples Court of Liaoning Province on the morning of December 17.
Dalian Shengya said in the announcement that during the outbreak of the lawsuit, all accounts opened by the company in seven banks, including industrial and Commercial Bank of China Dalian Xinghai sub branch, were frozen by the Dalian Municipal Peoples court, resulting in the failure to pay a large number of employees wages and owed employee social security; and the marine animal drugs and feed that need to be purchased and supplemented could not be supplemented on demand; the taxes owed and The water and electricity fee and heating fee cannot be paid in time, which seriously affects the production and operation. The company has applied to Dalian intermediate peoples court to lift the account freeze.
According to Tianyan survey, up to now, Yingkou company of beluga coast city is located in Zhanqian street, Xiongyue Town, Bayuquan District, Yingkou City, Liaoning Province, with a registered capital of 42002765 yuan, of which Dalian Shengya holds 80% of the shares, Jin tailongyue holds 20% of the shares, while Han Yunzhong and Han Siwen, natural persons, hold 70% and 30% of the shares of jintailongyue respectively.
According to the materials of the general meeting of shareholders announced by Dalian Shengya on June 19 this year, as of December 31, 2019, the total assets and liabilities of the company are RMB 300 million, RMB 262 million, and the asset liability ratio is 87.35%; the total operating income is RMB 0.000.
Dalian Shengya has attracted much attention due to internal fighting.
Public information shows that Dalian Shengya was established in 1994 and listed in 2002. It is a company operating tourism service industry. Its main products or services include the construction and operation of aquarium, marine exploration artificial landscape, amusement park, marine biological specimen exhibition hall, ship model exhibition hall, catering, bar, etc.
Dalian Shengyas internal fighting started at the end of June.
On June 29, at the 2019 annual general meeting of shareholders of Dalian Shengya, the board members of Dalian Shengya were changed, and then the motion to remove the chairman of Dalian Shengya, Wang Shuanghong, and vice chairman Liu Deyi, was passed. Yang Ziping successfully occupied 5 directors seats and was subsequently elected chairman of Dalian Shengya. The next day, the board of directors held an emergency board meeting and decided to remove Xiao Feng, the general manager.
On July 29, Yang Ziping, the new chairman of Dalian Shengya company, temporarily convened the members of the board of directors to hold a meeting of the board of directors. Under the circumstances that two directors refused to attend and one director was absent from the meeting, six directors unanimously passed the proposal on dismissing the companys senior executives in the wechat group chat, and the object of dismissal was Ding Xia, the Secretary of the board of directors of the company.
On the evening of September 2, Dalian Shengya successively issued five contradictory announcements, five of which focused on whether the dismissal of the Secretary of the board of directors is in accordance with the procedures. The five announcements with different positions respectively represent the board of directors and the board of supervisors of the company.
In September, even all martial arts appeared.
According to the previous report of the daily economic news, at 6:00 p.m. on September 7, after three hours, the first temporary shareholders meeting of Dalian Shengya, a long-standing listed company, ended. Panjing fund and its new chairman, Yang Ziping, won an overwhelming victory. They removed Wu Jian, director of Dalian Xinghai Bay Financial and Business District Investment Management Co., Ltd., a state-owned shareholder, and Liang Shuang, an independent director who repeatedly expressed the same views with the state-owned shareholders and the original management.
There was a dramatic scene after the shareholders meeting. In the meeting room inside the courtyard wall of Dalian Shengya company, new chairman Yang Ziping and Mao Wei, legal representative of Panjing fund, are holding a board meeting. Outside the wall, a person yelled someone robbed me, snatched my mobile phone, lock the throat (meaning it was locked throat)! Then, with the electric telescopic door at Dalian Shengya gate as the boundary, the two sides launched a confrontation. The police quickly stepped forward to conciliation and prevented the situation from deteriorating. At about 30 p.m., the security personnel carried out the stretcher to the injured person.
On September 13, Dalian Shengya tourism Holding Co., Ltd. announced that five vice general managers sun Tong, Liu Ming, Xue Jingran, Zhang Baohua and Ding Xia resigned in writing. The announcement also said that the five vice general managers all resigned from their positions as deputy general manager and all other positions in Dalian Shengya for personal reasons. After resignation, none of the above-mentioned personnel held any post in Dalian Shengya.
On October 9 this year, Dalian Shengya announced that the board of directors of the company passed two motions, namely, the proposal on auditing the outgoing senior executives of the company and the proposal on engaging accounting firms to conduct special audit on the departure of senior executives and projects under construction.
Dalian Shengya said in the announcement that, in view of the departure of the former senior executives of the company, in order to further verify the companys financial situation and evaluate the companys business level and operating results during the term of office of the former senior executives, the board of directors audit committee meeting resolution proposed that the outgoing senior executives should be audited at this meeting.
Net profit decreased by 187.51% in the first three quarters
According to the equity structure of Dalian Shengya disclosed in the third quarterly report, Xinghai Bay Investment Management is the largest shareholder, holding 24.03%; Panjing equity investment fund management (Shanghai) Co., Ltd. holds 13.41%; Panjing equity investment fund management (Shanghai) Co., Ltd. - Panjing Wenying No.6 private equity investment fund holds 5.25%; Yang Ziping holds 5%; Xiao Feng holds 1.91%.
On October 29, Dalian Shengya disclosed the third quarter report that in the first three quarters, the company realized 49.5759 million yuan of operating income, a year-on-year decrease of 82.01%; the net loss attributable to the shareholders of the listed company was 63.918 million yuan, compared with the profit of 73.0407 million yuan in the same period of last year; the net loss attributable to the shareholders of the listed company after deducting non recurring profit and loss was 81.253 million yuan, compared with 66.8153 million yuan in the same period of last year The net outflow of working cash was 12.8072 million yuan, compared with the net inflow of 110 million yuan in the same period of last year, and the basic loss per share was 0.4963 yuan.
Dalian Shengya said that the decline in performance was mainly due to the impact of the epidemic in the reporting period, and the venues in Dalian area were closed from the end of January to the end of may in 2020, with 128 days of suspension. Although the venues in Dalian area resumed operation on June 1, the number of passenger flow dropped sharply compared with previous years, which was only about 20% of the normal level in previous years. Affected by the epidemic again on July 24, the venues in Dalian were closed and closed until August 17. Harbin regional market will be closed at the end of January 2020, and will resume business in late March until April 18.
According to the company, the companys operation is more affected by seasons. The third quarter is in summer and summer, which is the peak season of the whole year, and the main business income accounts for more than 50% of the whole years main business. However, in July and August this year, the summer tourism peak season was basically suspended, resulting in a sharp drop in the companys revenue, which is expected to have a significant impact on the decline of the main business income of the whole year. In addition, the company also forecasts that the accumulated net profit from the beginning of the year to the end of the next reporting period may be a loss or a significant change compared with the same period of the previous year.
By the end of the afternoon of the 24th, Dalian Shengya shares closed at 42.40 yuan, down 0.45%, with the latest total market value of 5.46 billion yuan.
Source: Zhong Qiming, editor in charge of China fund daily_ NF5619